Summons to Extraordinary General Meeting of Diamyd Medical AB

Published 1:38 PM ET Sun, 11 Nov 2012
Business Wire

STOCKHOLM--(BUSINESS WIRE)-- Regulatory News:

The shareholders of Diamyd Medical AB (publ) (STO:DIAMB)(Pink Sheets:DMYDY) are hereby summoned to an Extraordinary General Meeting on Tuesday October 30, 2012 at 3.00 p.m. in Hagaparken, Garnisonen Konferens, at Karlavägen 100 in Stockholm, Sweden.

Attendance

Shareholders who wish to attend the meeting must be recorded in the register of shareholders held by Euroclear Sweden AB by Wednesday October 24, 2012, and must also notify Diamyd Medical of their intention to attend the Meeting by mail to Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, by e-mail to investor.relations@diamyd.com or on the Company's website, www.diamyd.com not later than Thursday October 25, 2012. The notification must state the shareholder's name, address, telephone number, personal identity number or company registration number, registered shareholding and the name of any shareholder´s representative. Shareholders whose shares are registered in custodial accounts must ask the custodian to temporarily register the shares in the shareholder's name (registration of entitlement to vote) to obtain the right to participate in the Extraordinary General Meeting. The shares must be registered not later than October 24, 2012.

Proposed agenda

1. Opening of the meeting and election of Chairman.

2. Establishment and approval of the register of voters.

3. Approval of the agenda.

4. Election of one or two persons to certify the minutes.

5. Verification of whether the Extraordinary General Meeting has been duly convened.

6. Resolution on the divestment of U.S. subsidiary, Diamyd, Inc.

7. Closing of the meeting.

Election of Chairman of the meeting (item 1)

The Board proposes that attorney Erik Nerpin be elected Chairman of the meeting.

Approval of the Board's resolution on the divestment of the U.S. subsidiary, Diamyd, Inc. (item 6)

Diamyd Medical AB has on October 5, 2012, subject to approval of the Extraordinary General Meeting, entered into an agreement with Periphagen Holdings, Inc. to sell all shares in Diamyd Medical AB's wholly owned subsidiary Diamyd, Inc.

Periphagen Holdings, Inc. is a Pittsburgh-based company owned by members of the management of Diamyd, Inc. Under the agreement, in addition to the shares in Diamyd, Inc., Periphagen Holdings, Inc. assumes the intellectual property rights to the patented Nerve Targeting Drug Delivery System (NTDDS) technology, and all costs and revenues related to the business from September 1, 2012. Under the agreement, Diamyd Medical receives certain rights to use the NTDDS technology for the treatment of diabetes and pancreatitis.

The purchase price consists of a 10 percent ownership in Periphagen Holdings, Inc. and a cash component of one (1) USD. Diamyd Medical also receives a claim on Diamyd, Inc. of USD 1 million with a 15 year duration. Furthermore, Diamyd Medical may receive up to USD 9 million in milestone payments if certain development results are achieved. In addition, Diamyd Medical will receive 10 percent of upfront payments and other payments Periphagen Holdings, Inc. may receive from future partners, as well as royalties on future sales of NTDDS based drugs.

The Board’s justification of the transaction is that the divestment of Diamyd, Inc. reduces Diamyd Medical’s costs with immediate effect and that it means Diamyd Medical does not finance further development of the NTDDS platform, with its associated costs and risks, whilst the right to share in any future successes of the NTDDS platform remains. The divestment has no other material impact on the Company's financial position or results.

Proposed resolutions

The Board proposes that the Extraordinary General Meeting approves the agreement to sell all shares in the subsidiary, Diamyd, Inc. to Periphagen Holdings, Inc.

Periphagen Holdings, Inc. is owned by Darren Wolfe, David Krisky and James Wechuck, all of whom are employees of Diamyd, Inc. The transaction is therefore covered by the so-called Lex Leo, Chapter 16, of the Swedish Companies Act. A resolution approving the sale of Diamyd, Inc. is subject to approval of shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

Fairness opinion

Grant Thornton has prepared a fairness opinion regarding the transaction. Grant Thornton’s conclusion is that from a financial perspective the proposed transaction is fair to the shareholders of Diamyd Medical AB.

Other information

At the time of the summons, there are 29,597,133 shares, made up of 1,437,876 shares of Series A (1 vote) and 28,141,257 shares of Series B (1/10 of a vote). There are a total of 4,252,001.7 votes.

The Board’s complete proposed resolution of divestment and the fairness opinion will be available at the Company’s offices as well as on the Company website www.diamyd.com, from October 16, 2012, and will be sent to those shareholders who so request.

Stockholm, October 2012

Diamyd Medical AB (publ)

The Board of Directors

About Diamyd Medical

Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s development project within the area of diabetes consists of the protein GAD65 for the treatment and prevention of autoimmune diabetes. A Swedish researcher-initiated Phase II study is ongoing to evaluate whether GAD65 can prevent type 1 diabetes in children who are at high risk of developing the disease. The Company’s development projects for the treatment of chronic pain and neuropathy uses the patented NTDDS (Nerve Targeting Drug Delivery System) platform to administer therapeutic agents directly to the nervous system. The NTDDS platform is being divested.

Diamyd Medical also has holdings in the companies Protein Sciences Corporation (USA) and Mercodia AB (Sweden).

Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker: DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC Markets and the Bank of New York Mellon (PAL). Further information is available on the Company’s website: www.diamyd.com.

This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act, or the requirements stated in the listing agreements.